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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROBINSON J MACK
(Last) (First) (Middle)
4370 PEACHTREE ROAD,NE
(Street)
ATLANTA GA 30319
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GRAY TELEVISION INC [ GTN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (GTN) 113,950 D
Common Class A Stock (GTN.A) 405,775 D
Common Stock (GTN) 80,500 I Spouse
Common Class A Stock (GTN.A) 11/10/2004 P 2,700 A $12.1352 571,240 I Spouse
Common Class A Stock (GTN.A) 10,400 I Spouse
Common Stock (GTN) 43,750 I Spouse as Trustee for Children
Common Class A Stock (GTN.A) 1,062,380 I Spouse as Trustee for Children
Common Stock (GTN) 35,000 I Delta Fire & Casualty Ins. Co.
Common Class A Stock (GTN.A) 33,750 I Delta Fire & Casualty Ins. Co.
Common Stock (GTN) 10,000 I Delta Life Ins. Co.
Common Class A Stock (GTN.A) 135,795 I Delta Life Ins. Co.
Common Class A Stock (GTN.A) 221,706 I Bankers Fidelity Life Ins. Co.
Common Stock (GTN) 6,000 I Georgia Casualty & Surety Co.
Common Class A Stock (GTN.A) 132,354 I Georgia Casualty & Surety Co.
Common Stock (GTN) 72,000 I Assoc. Casualty Insurance Co.
Common Class A Stock (GTN.A) 22,000 I Assoc. Casualty Insurance Co.
Common Stock (GTN) 50,000 I American Southern Insurance Co.
Common Class A Stock (GTN.A) 50,200 I Gulf Capital Services, Ltd.
Common Stock (GTN) 3,521(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
nqso $17.81 11/19/2000 11/19/2008 GTN.A 10,000 10,000 D
nqso $14 11/19/2000 11/19/2003 GTN 40,000 40,000 D
nqso $12.75 11/19/2001 11/19/2004 GTN 50,000 50,000 D
nqso $10.95 09/30/2004 09/30/2007 GTN 110,000 110,000 D
nqso $10.125 05/25/2002 05/25/2005 GTN 100,000 100,000 D
nqso $11.23 01/07/2004 01/07/2007 GTN 67,000 67,000 D
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 37,526(3) 54 I Spouse
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 25,017(3) 36 I Spouse as Trustee for Children
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 25,017(3) 36 I Spouse as Trustee for Children
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 121,612(3) 175 I Georgia Casualty and Surety Co.
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 121,612(3) 175 I Bankers Fidelity Life Insurance Co.
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 207,088(3) 298 I Delta Life Insurance Co.
Series C Pref Stock $14.39(2) 04/22/2007 04/22/2012 GTN 34,746(3) 50 I Delta Fire & Casualty Insurance Co.
Explanation of Responses:
1. Held in 401K plan.
2. In April of 2002, the Company issued Series C Preferred Stock to Mr. Robinson and certain of his affiliates in exchange for Series A and Series B Preferred Stock then held by Mr. Robinson. The Series C Preferred Stock is convertible into the Company's Common Stock ("GTN")at a conversion price of $14.39 per share. The Series C Preferred Stock is redeemable at the Company's option on or after April 22, 2007 and is subject to mandatory redemption on April 22, 2012 at a value of $10,000 per share.
3. Each share of Series C Preferred Stock is convertible into a number of shares of common stock determined by dividing the liquidation preference ($10,000) by the conversion price ($14.39).
Remarks:
J. S. Cowart IV by power of attorney 11/12/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY

	    Know all by these presents, that the
undersigned hereby constitutes and appoints each of persons listed below,
signing singly, the undersigned's true and lawful attorney-in-fact to:


	    (1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Gray Television,
Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;

	    (2)
do and perform any and all acts for and on behalf of the
undersigned
which may be necessary or desirable to complete and execute any such Form
3, 4 or 5, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and


(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.


James C. Ryan

J. S. Cowart, IV


	    The undersigned hereby
grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever
requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or
could do if personally present, with full power of
substitution or
revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall
lawfully do or cause to be done by virtue of this power of attorney
and the
rights and powers herein granted. The undersigned acknowledges
that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the
undersigned, are not assuming, nor is the Company
assuming, any of the
undersigned's responsibilities to comply with
Section 16 of the Securities
Exchange Act of 1934.

	    This Power
of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

	    IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney
to be executed as of
this 16th day of August, 2004.


										   /s/ J. Mack Robinson

										   Signature


										   J. Mack Robinson

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